Is SpeedyCharge a real company?

No. SpeedyCharge, Inc. is a fictional entity created by the law firm Morgan Lewis for educational purposes. The founders listed, Dinesh Melwani and Stef Lefebvre, are actually a Partner and an Associate at the law firm, respectively. The deck uses this simulation to teach the mechanics of a seed round without using sensitive client data.

What is the primary purpose of the cap table slides?

The cap table slides (5 through 9) are designed to show the mathematical impact of a seed investment. They specifically illustrate how the creation of an option pool and the issuance of Series Seed Preferred Stock dilute the original founders. It moves from a simple 100% ownership view to a complex post-money view including a plan increase.

What legal terms does the deck emphasize for a seed round?

The deck categorizes terms into three 'Acts.' Act II focuses on economic and control terms like convertible notes, preferred stock, conversion caps, and vesting. Act III focuses on governance and logistics, including board seats, observer rights, and who pays for the legal drafting expenses.

Why does the deck include a slide on 'What didn't come up'?

Slide 15 serves as a warning for founders. It lists more aggressive or complex investor protections like 'Full Ratchet' anti-dilution and 'Participating Preferred' stock. By labeling these as things that 'didn't come up' in the simulation, the presenters imply these are terms founders should generally try to avoid in a standard seed round.

How does the deck handle the 'Option Pool' calculation?

The deck shows the option pool being created 'pre-money.' On Slide 6, 100,000 shares are set aside for the Equity Incentive Plan, representing 10% of the company before the investor's shares are added. This is a common point of negotiation because it forces the dilution onto the founders rather than the new investors.

Morgan Lewis TCN Pitch Deck Teardown: A Legal Simulation

The Morgan Lewis TCN presentation functions as an educational simulation rather than a live fundraising tool. Using a fictional startup called SpeedyCharge, Inc., the deck illustrates the mathematical and legal journey of a seed round. It introduces two fictional founders, Dinesh Melwani and Stef Lefebvre, and a seed investor, Will Perkins. The core of the deck is a series of capitalization table models that visualize how equity shifts from a 100% founder-owned entity to one with a 10% option pool and eventually a post-money structure where founders are diluted to 51.7% or 54.6% depending on…

Key takeaways

The deck uses a fictional narrative structure, 'A Play in Three Acts,' to explain complex legal financing concepts (Slide 1).
SpeedyCharge, Inc. is the case study company, seeking $750,000 to $1,000,000 for a beta version of an electric vehicle charging product (Slide 2).
The simulation demonstrates an initial cap table where founders hold 900,000 shares representing 100% of the company (Slide 5).
It highlights the 'Option Pool Shuffle' by showing an equity incentive plan taking 10% of the pre-money cap table (Slide 6).
Slide 7 and 8 compare different post-money outcomes, showing founder ownership dropping from 90% to 60% and then 54.6% as new shares are issued.
The deck explicitly lists critical venture terms like convertible notes, conversion caps, and pre-emptive rights as discussion points for 'Act II' (Slide 12).
Governance and administrative terms such as board seats, information rights, and drafting expenses are categorized under 'Act III' (Slide 14).
A 'What didn't come up' slide (Slide 15) warns founders about advanced terms like full ratchet anti-dilution and participating preferred stock.

Introduction: The Financing Simulation

The Morgan Lewis TCN presentation, dated November 1, 2016, is a pedagogical tool designed to demystify the venture capital process for early-stage founders. Rather than pitching a specific product for investment, the deck uses a narrative framework titled "Seed (and Venture) Financing: A Play in Three Acts." This approach allows the presenters—Will Perkins, Dinesh Melwani, and Stef Lefebvre—to role-play a negotiation between founders and an investor. The deck is a masterclass in visualizing capitalization changes and identifying the key legal levers that determine a startup's trajectory.

Slides 1-4: The Narrative Setup

Slide 1 introduces the title and the "cast." Interestingly, the names listed as founders and investors are the actual Morgan Lewis attorneys presenting the deck. This immediately signals that the content is a simulation.

Slide 2 provides the "Cast" bios. We are introduced to Founder #1 (Dinesh Melwani) and Founder #2 (Stef Lefebvre), both former employees of a fictional "TechCo." Their startup, SpeedyCharge, aims to reduce electric vehicle charging times by 30%-50%. The slide explicitly states their capital need: between $750,000 and $1,000,000 to develop a beta version. The Seed Investor is Will Perkins, a lawyer-turned-investor representing an angel group.

Slide 3 sets the "Setting." It describes the transition from an initial email introduction and teleconference to a face-to-face meeting at a "local craft beer pub." This narrative choice reflects the informal yet high-stakes nature of early-stage seed negotiations.

Slide 4 is a simple transition slide featuring the SpeedyCharge logo, a fictional brand used to maintain the immersion of the simulation.

Slides 5-9: The Mechanics of the Cap Table

This section is the technical core of the presentation. It walks through five iterations of a capitalization table to show how ownership evolves.

Slide 5 shows the "Pre-Money" state as of February 29, 2016. At this stage, the founders own 900,000 shares, representing 100% of the company. There are no options and no outside investors. This is the baseline for all subsequent calculations.

Slide 6 introduces the first major hurdle for founders: the Equity Incentive Plan. It shows 100,000 shares being made "Available for Grant," which represents 10% of the total 1,000,000 shares. Crucially, this is shown in the pre-money column, meaning the founders' ownership percentage drops from 100% to 90% before a single dollar of investment is recorded.

Slide 7 introduces the "Post-Money" view. Here, we see the issuance of 500,000 shares of Series Seed Preferred Stock. In this scenario, the founders' 900,000 shares now represent 60% of the company, and the 100,000 options represent 6.7%. The new investor holds 33.3% of the company (500,000 out of 1,500,000 total shares).

Slide 8 presents a variation where the option pool is increased as part of the seed round. It shows a "Plan Increase, Seed" of 147,059 shares. This results in the founders being diluted further to 54.6%, while the total option pool (available plus increase) represents 15% of the post-money cap table.

Slide 9 offers a final cap table model where the Series Seed Preferred Stock is 580,645 shares (33.3% of the total). In this version, the founders end up with 51.7% ownership. These slides are vital because they show founders exactly how a $1M investment doesn't just "take a slice"—it triggers a series of mathematical adjustments that can leave founders with barely half of their company after the first round.

Slides 10-15: The Three Acts of Negotiation

The deck then moves into the qualitative aspects of the deal, organized by "Acts."

Slide 10 (Act I) lists the high-level economic terms: Angel/seed/VC distinctions, Valuation, Cap table, Pre-money vs. Post-money, and the Option plan. These are the "Big Rocks" of any deal.

Slide 12 (Act II) dives into the specific legal instruments and rights. It lists:

Convertible notes · Preferred stock · Priced round · Conversion cap · Vesting · Pre-emptive rights · Blocking rights · Protective provisions

This slide serves as a checklist for the legal protections investors typically demand to ensure they aren't diluted in future rounds and have a say in major company decisions.

Slide 14 (Act III) covers governance and the "closing" process. It includes board seats, observer rights, information rights (the right to see financial statements), timing, drafting, counsel, and expenses. The inclusion of "Expenses" is a subtle but important point for founders: in most venture deals, the startup pays for the investor's legal fees.

Slide 15 (Act IV) is titled "What didn't come up..." and functions as a warning. It lists more aggressive terms like participating preferred stock, full-ratchet anti-dilution, and registration rights. By separating these, Morgan Lewis suggests that while these terms exist, they are often considered "off-market" or overly aggressive for a standard seed round in a founder-friendly environment.

Slides 16-18: Firm Overview

The final three slides transition from the simulation back to the reality of the law firm.

Slide 16 is a "Thank You" slide with direct contact information for William Perkins and Dinesh Melwani, including their office phone numbers and email addresses.

Slide 17 provides the corporate profile for Morgan Lewis. It notes the firm was founded in 1873 and employs over 2,000 lawyers. It highlights their ranking in Chambers, Legal 500, and Law 360, positioning them as a top-tier global firm capable of handling everything from "early stage start-ups" to "Global 25" companies.

Slide 18 displays a global map of their locations, listing offices in major hubs like Silicon Valley, Singapore, London, and New York. This emphasizes their reach and ability to handle cross-border venture financing.

What Works in This Deck

The use of a fictional case study (SpeedyCharge) is highly effective. It allows the audience to attach complex mathematical concepts to a tangible story. By walking through the cap table in stages (Slides 5-9), the deck removes the abstraction of "dilution" and shows the literal share counts. The "Act" structure also helps bucket information into logical phases: Economics, Legal Rights, and Governance. This prevents founders from being overwhelmed by a single list of thirty different terms.

What is Missing

Because this is a legal simulation, it lacks the traditional elements of a pitch deck intended to raise money. There is no market sizing (TAM/SAM/SOM), no competitor analysis, and no detailed product roadmap. Furthermore, while it mentions a "beta version" and "lab tests," it does not provide actual unit economics or a go-to-market strategy. From a legal perspective, the deck does not show a sample Term Sheet, which would have been a natural companion to the "Act II" and "Act III" slides. It also omits the specific tax implications of these structures (e.g., QSBS eligibility), which is a major consideration for seed-stage founders.

What Founders Should Copy

Founders should emulate the clarity of the cap table slides. When presenting to potential lead investors, having a clear understanding of your current cap table and the projected dilution of a new round is essential. The "What didn't come up" slide (Slide 15) is also a great internal reference for founders; it provides a list of terms to watch out for in a Term Sheet that might be overly punitive. Finally, the way the deck breaks down the "Seed Investor" needs (Slide 2) reminds founders that investors are people with specific motivations—in this case, a lawyer-turned-investor coordinating a group of friends—and tailoring the pitch to that specific profile is a winning strategy.

Conclusion

The Morgan Lewis TCN deck is an excellent educational resource that prioritizes technical accuracy over marketing hype. It provides a transparent look at the "Option Pool Shuffle" and the reality of how founder equity is compressed during a seed round. For a founder, this deck serves as a roadmap for the legal hurdles they will face between the first handshake at a "BeerHall" and the final signing of the Series Seed Preferred Stock purchase agreement.

Frequently asked questions

Is SpeedyCharge a real company?: No. SpeedyCharge, Inc. is a fictional entity created by the law firm Morgan Lewis for educational purposes. The founders listed, Dinesh Melwani and Stef Lefebvre, are actually a Partner and an Associate at the law firm, respectively. The deck uses this simulation to teach the mechanics of a seed round without using sensitive client data.
What is the primary purpose of the cap table slides?: The cap table slides (5 through 9) are designed to show the mathematical impact of a seed investment. They specifically illustrate how the creation of an option pool and the issuance of Series Seed Preferred Stock dilute the original founders. It moves from a simple 100% ownership view to a complex post-money view including a plan increase.
What legal terms does the deck emphasize for a seed round?: The deck categorizes terms into three 'Acts.' Act II focuses on economic and control terms like convertible notes, preferred stock, conversion caps, and vesting. Act III focuses on governance and logistics, including board seats, observer rights, and who pays for the legal drafting expenses.
Why does the deck include a slide on 'What didn't come up'?: Slide 15 serves as a warning for founders. It lists more aggressive or complex investor protections like 'Full Ratchet' anti-dilution and 'Participating Preferred' stock. By labeling these as things that 'didn't come up' in the simulation, the presenters imply these are terms founders should generally try to avoid in a standard seed round.
How does the deck handle the 'Option Pool' calculation?: The deck shows the option pool being created 'pre-money.' On Slide 6, 100,000 shares are set aside for the Equity Incentive Plan, representing 10% of the company before the investor's shares are added. This is a common point of negotiation because it forces the dilution onto the founders rather than the new investors.